Document and Entity Information
Document and Entity Information - $ / shares | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2024 | Jul. 11, 2024 | |
Details | |||
Registrant CIK | 0001999538 | ||
Fiscal Year End | --09-30 | ||
Document Type | 10-Q | ||
Document Quarterly Report | true | ||
Document Period End Date | Jun. 30, 2024 | ||
Document Transition Report | false | ||
Securities Act File Number | 000-56609 | ||
Entity Registrant Name | X1 CAPITAL INC. | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Address, Address Line One | 6637 S Winding Brook Dr. | ||
Entity Address, City or Town | Fairhope | ||
Entity Address, State or Province | AL | ||
Entity Address, Address Description | Address of principal executive office | ||
Entity Tax Identification Number | 93-2414793 | ||
Entity Address, Postal Zip Code | 36532 | ||
City Area Code | 713 | ||
Local Phone Number | 614-7755 | ||
Phone Fax Number Description | Registrant’s telephone number, including area code | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 80 | ||
Entity Listing, Par Value Per Share | $ 0.01 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2024 | ||
Document Fiscal Period Focus | Q3 |
Balance Sheet - Statements of A
Balance Sheet - Statements of Assets and Liabilities (December 31, 2023 Unaudited) - USD ($) | Jun. 30, 2024 | Sep. 30, 2023 | |
Assets | |||
Cash & cash equivalents | $ 2,000 | $ 0 | |
Due from stockholders | 0 | 2,000 | |
Total Assets | 2,000 | 2,000 | |
Total Liabilities | 0 | 0 | |
Commitments and Contingencies | [1] | 0 | |
Net Assets | |||
Common Stock, Value | 1 | 1 | |
Additional paid-in capital | 1,999 | 1,999 | |
Total distributable earnings (loss) | 0 | 0 | |
Total Net Assets | 2,000 | 2,000 | |
Total Liabilities and Net Assets | $ 2,000 | $ 2,000 | |
Net Asset Value per Share | $ 25 | $ 25 | |
[1] Note 4 |
Balance Sheet - Statements of_2
Balance Sheet - Statements of Assets and Liabilities (December 31, 2023 Unaudited) - Parenthetical - $ / shares | Jun. 30, 2024 | Sep. 30, 2023 |
Balance Sheet - Statements of Assets and Liabilities (December 31, 2023 Unaudited) | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares, Issued | 80 | 80 |
Common Stock, Shares, Outstanding | 80 | 80 |
Statements of Operations
Statements of Operations - USD ($) | 2 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Jun. 30, 2024 | |
Statements of Operations | ||
Total Expenses | $ 0 | $ 0 |
Net Change in Net Assets Resulting from Operations | $ 0 | $ 0 |
Per Common Share Data | ||
Basic and Diluted Earnings per Share | $ 0 | $ 0 |
Basic and Diluted Average Shares Outstanding | 80 | 80 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Equity Balance, Starting at Jul. 24, 2023 | $ 0 | $ 0 | $ 0 | $ 0 |
Shares Outstanding, Starting at Jul. 24, 2023 | 0 | |||
Stock Issued During Period, Value, New Issues | $ 1 | 1,999 | 0 | 2,000 |
Stock Issued During Period, Shares, New Issues | 80 | |||
Net Income (Loss) | $ 0 | 0 | 0 | 0 |
Shares Outstanding, Ending at Sep. 30, 2023 | 80 | |||
Equity Balance, Ending at Sep. 30, 2023 | $ 1 | 1,999 | 0 | $ 2,000 |
Stock Issued During Period, Shares, New Issues | 80 | |||
Net Income (Loss) | $ 0 | 0 | 0 | $ 0 |
Shares Outstanding, Ending at Jun. 30, 2024 | 80 | |||
Equity Balance, Ending at Jun. 30, 2024 | $ 1 | $ 1,999 | $ 0 | $ 2,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 2 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Jun. 30, 2024 | |
Consolidated Statements of Cash Flows | ||
Cash Flows from Operating Activities | $ 0 | $ 0 |
Cash Flows from Financing Activities | ||
Proceeds from issuance of common stock | 0 | 2,000 |
Net Cash Flows from Financing Activities | 0 | 2,000 |
Net Change in Cash & Cash Equivalents | 0 | 2,000 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Beginning Balance | 0 | 0 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Ending Balance | $ 0 | $ 2,000 |
1. Organization
1. Organization | 9 Months Ended |
Jun. 30, 2024 | |
Notes | |
1. Organization | 1. Organization X1 Capital Inc. (“X1” or “X1 Capital” or the “Company”) formed on July 25, 2023 as a corporation under the laws of the State of Maryland. The Company is structured as a closed-end management investment company. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, the Company intends to elect to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is internally managed. We anticipate in the future to conduct a private offerings (the “Private Offering”) of our common shares to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company expects to invest in what we believe to be high growth-potential, private companies. The Company intends to primarily invest in directly originated senior secured term loans including first lien senior secured term loans (including uni-tranche loans), second lien senior secured term loans, mezzanine debt, unsecured loans, other subordinated loans, and covenant-lite loans of private companies. The Company intends to invest to a lesser degree in equity investments in private companies. |
2. Significant Accounting Polic
2. Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2024 | |
Notes | |
2. Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP”). In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements have been included. The Company is an investment company for the purposes of accounting and financial reporting in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC”) Topic 946, Financial Services— Investment Companies ("ASC 946”). Interim financial statements are prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 or 10 of Regulation S-X. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending September 30, 2024. Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material. Cash Cash consists of a demand deposit held at Woodforest National Bank and is not above the FDIC limit. Expenses X1 Capital has not incurred any expenses to-date. The Company is an internally managed BDC so there is no formal management fee. At this time, there are no employees being paid a salary, and X1 Capital is not incurring any expenses. Alternative Risk Strategies LLC (“ARS”), a consulting firm owned by James Hickey, has paid all formation expenses to-date and will pay for all expenses of the Company until the initial close of a private offering (“Initial Close”). After the Initial Close, the Company will be responsible for all of its expenses including professional fees, regulatory fees, salaries, and overhead. The Company anticipates hiring additional staff for investment support, operations support, and compliance support. As part of the Initial Close, the Board will approve an initial budget. While details of the initial budget remain to be resolved because the Company needs to know the size of the Initial Close, the Board will not approve a budget where overhead (including salaries & benefits, director compensation, rent, utilities, IT, etc.…) exceeds 0.5% of assets under management per quarter. To the extent expenses exceed 0.5%, the additional costs will be borne by ARS. Finally, independent directors will not receive any compensation until the Company has raised at least $25 million, and currently no formal agreement exists to compensate independent directors. Income Taxes The Company has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended. The Company intends to elect to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended. As a RIC, the Company generally will not have to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that is distributed timely to our shareholders as dividends. Therefore, no provision for federal income taxes is recorded in the financial statements. The Company evaluated tax positions it has taken, expects to take or that are otherwise relevant to the Company for purposes of determining whether any relevant tax positions would “more-likely-than-not” be sustained by the applicable tax authority. The Company has analyzed such tax positions and has concluded that no unrecognized tax benefits should be recorded for uncertain tax positions for tax years that may be open. The Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Company records tax positions that are not deemed to meet a more-likely-than-not threshold as tax expenses as well as any applicable penalties or interest associated with such positions. Since inception, there have been no tax expenses and no interest and penalties were incurred. New Accounting Standards Management does not believe any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
3. Related Party Transactions
3. Related Party Transactions | 9 Months Ended |
Jun. 30, 2024 | |
Notes | |
3. Related Party Transactions | 1. Related Party Transactions X1 Capital is an internally managed BDC so there is no formal management fee. At this time, there are no employees being paid a salary, and X1 Capital is not incurring any material expenses. ARS has paid all formation expenses to-date and will pay for all expenses of the Company until the Initial Close. After the Initial Close, the Company will be responsible for all of its expenses including professional fees, regulatory fees, salaries, and overhead. The Company anticipates hiring additional staff for investment support, operations support, and compliance support. As part of the Initial Close, the Board will approve an initial budget. While details of the initial budget remain to be resolved because the Company needs to know the size of the Initial Close, the Board will not approve a budget where overhead (including salaries & benefits, director compensation, rent, utilities, IT, etc.…) exceeds 0.5% of assets under management per quarter. To the extent expenses exceed 0.5%, the additional costs will be borne by ARS. Finally, independent directors will not receive any compensation until the Company has raised at least $25 million, and currently no formal agreement exists to compensate independent directors. |
4. Commitments and Contingencie
4. Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2024 | |
Notes | |
4. Commitments and Contingencies | 2. Commitments and Contingencies In the normal course of business, the Company may enter into certain contracts that provide a variety of indemnities. The Company's maximum exposure under these indemnities is unknown as it would involve future claims that may be made against the Company. Currently, the Company is not aware of any such claims and no such claims are expected to occur. As such, the Company does not consider it necessary to record a liability in this regard. |
5. Financial Highlights
5. Financial Highlights | 9 Months Ended |
Jun. 30, 2024 | |
Notes | |
5. Financial Highlights | 1. Financial Highlights The Company is pre-revenue and has not incurred any material expenses. All expenses have been paid by ARS. |
6. Net Assets
6. Net Assets | 9 Months Ended |
Jun. 30, 2024 | |
Notes | |
6. Net Assets | 2. Net Assets The Company sold 80 shares in the First Quarter for $2,000 to James Hickey (CEO) and Richard Chang (Independent Board Member). There have been no sale of securities since that date. |
7. Subsequent Events
7. Subsequent Events | 9 Months Ended |
Jun. 30, 2024 | |
Notes | |
7. Subsequent Events | 3. Subsequent Events Management has performed an evaluation of subsequent events through July 11, 2024. There were no items which require adjustment or disclosure. |
2. Significant Accounting Pol_2
2. Significant Accounting Policies: Basis of Presentation (Policies) | 9 Months Ended |
Jun. 30, 2024 | |
Policies | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP”). In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements have been included. The Company is an investment company for the purposes of accounting and financial reporting in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC”) Topic 946, Financial Services— Investment Companies ("ASC 946”). Interim financial statements are prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 or 10 of Regulation S-X. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending September 30, 2024. |
2. Significant Accounting Pol_3
2. Significant Accounting Policies: Use of Estimates (Policies) | 9 Months Ended |
Jun. 30, 2024 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material. |
2. Significant Accounting Pol_4
2. Significant Accounting Policies: Cash (Policies) | 9 Months Ended |
Jun. 30, 2024 | |
Policies | |
Cash | Cash Cash consists of a demand deposit held at Woodforest National Bank and is not above the FDIC limit. |
2. Significant Accounting Pol_5
2. Significant Accounting Policies: Expenses (Policies) | 9 Months Ended |
Jun. 30, 2024 | |
Policies | |
Expenses | Expenses X1 Capital has not incurred any expenses to-date. The Company is an internally managed BDC so there is no formal management fee. At this time, there are no employees being paid a salary, and X1 Capital is not incurring any expenses. Alternative Risk Strategies LLC (“ARS”), a consulting firm owned by James Hickey, has paid all formation expenses to-date and will pay for all expenses of the Company until the initial close of a private offering (“Initial Close”). After the Initial Close, the Company will be responsible for all of its expenses including professional fees, regulatory fees, salaries, and overhead. The Company anticipates hiring additional staff for investment support, operations support, and compliance support. As part of the Initial Close, the Board will approve an initial budget. While details of the initial budget remain to be resolved because the Company needs to know the size of the Initial Close, the Board will not approve a budget where overhead (including salaries & benefits, director compensation, rent, utilities, IT, etc.…) exceeds 0.5% of assets under management per quarter. To the extent expenses exceed 0.5%, the additional costs will be borne by ARS. Finally, independent directors will not receive any compensation until the Company has raised at least $25 million, and currently no formal agreement exists to compensate independent directors. |
2. Significant Accounting Pol_6
2. Significant Accounting Policies: Income Taxes (Policies) | 9 Months Ended |
Jun. 30, 2024 | |
Policies | |
Income Taxes | Income Taxes The Company has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended. The Company intends to elect to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended. As a RIC, the Company generally will not have to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that is distributed timely to our shareholders as dividends. Therefore, no provision for federal income taxes is recorded in the financial statements. The Company evaluated tax positions it has taken, expects to take or that are otherwise relevant to the Company for purposes of determining whether any relevant tax positions would “more-likely-than-not” be sustained by the applicable tax authority. The Company has analyzed such tax positions and has concluded that no unrecognized tax benefits should be recorded for uncertain tax positions for tax years that may be open. The Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Company records tax positions that are not deemed to meet a more-likely-than-not threshold as tax expenses as well as any applicable penalties or interest associated with such positions. Since inception, there have been no tax expenses and no interest and penalties were incurred. |
2. Significant Accounting Pol_7
2. Significant Accounting Policies: New Accounting Standards (Policies) | 9 Months Ended |
Jun. 30, 2024 | |
Policies | |
New Accounting Standards | New Accounting Standards Management does not believe any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
1. Organization (Details)
1. Organization (Details) | 9 Months Ended |
Jun. 30, 2024 | |
Details | |
Entity Incorporation, Date of Incorporation | Jul. 25, 2023 |
Entity Incorporation, State or Country Code | MD |
6. Net Assets (Details)
6. Net Assets (Details) | 9 Months Ended |
Jun. 30, 2024 USD ($) shares | |
Details | |
Sale of Stock, Description of Transaction | Company sold 80 shares |
Stock Issued During Period, Shares, New Issues | shares | 80 |
Stock Issued | $ | $ 2,000 |